UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2025
Commission
File Number: 001-41657
CBL
INTERNATIONAL LIMITED
(Registrant’s
Name)
Level
23-2, Menara Permata Sapura
Kuala
Lumpur City Centre
50088
Kuala Lumpur
Malaysia
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Voting
Results of Extraordinary General Meeting
On
November 26, 2025, at 9:30 a.m. Malaysia Time (November 25, 2025, at 9:30 p.m., Eastern Time), CBL International Ltd. (the “Company”)
held an extraordinary general meeting of shareholders (the “EGM”) in person at Room 3602-03A, Skyline Tower, 39 Wang
Kwong Road, Kowloon Bay, Hong Kong. Holders of 23,621,736 ordinary shares of the Company (the “Ordinary Shares”) were
present in person or by proxy at the EGM, representing approximately 85.89% of the total 27,500,327 outstanding Ordinary Shares as of
the record date of October 23, 2025 and therefore constituting a quorum of the Ordinary Shares outstanding and entitled to vote at the
EGM as of the record date. All matters voted on at the EGM were approved as recommended by the board of directors of the Company (the
“Board of Directors”). The final voting results for each matter submitted to a vote of shareholders at the EGM are
as follows:
| |
|
|
|
For |
|
Against |
|
Abstain |
| Proposal
No. 1 |
|
To
approve, as a special resolution, an alteration to the share capital of the Company by:
(i)
re-designating and re-classifying the authorized share capital of the Company from US$50,000 divided into 500,000,000 Ordinary Shares
of par value US$0.0001 per share, to US$50,000 divided into (a) 30,000,000 Class A ordinary shares, par value US$0.0001 per share
(the “Class A Ordinary Shares”) and (b) 470,000,000 Class B ordinary shares, par value US$0.0001 per share (the
“Class B Ordinary Shares”), in each case having the respective rights and privileges and being subject to the
Third Amended and Restated Memorandum of Association and the Second Amended and Restated Articles of Association (each as defined
in sub-paragraph (ii) below) (the “Redesignation of Share Capital”) by:
(a)
re-designating 13,175,000 Ordinary Shares held by CBL (Asia) Limited into Class A Ordinary Shares on a one-for-one basis;
(b)
re-designating all issued and outstanding Ordinary Shares (except for the 13,175,000 Ordinary Shares held by CBL (Asia) Limited)
into Class B Ordinary Shares on a one-for-one basis;
(c)
re-designating 16,825,000 of the remaining authorized but unissued Ordinary Shares into 16,825,000 Class A Ordinary Shares on a one-on-one
basis; and
(d)
re-designating 455,674,673 of the remaining authorized but unissued Ordinary Shares into 455,674,673 Class B Ordinary Shares on a
one-on-one basis; and
(ii)
adopting the third amended and restated memorandum of association (the “Third Amended and Restated Memorandum of Association”)
and the second amended and restated articles of association (the “Second Amended and Restated Articles of Association”)
of the Company, in the forms of Appendices A and B, respectively, to the Notice of Extraordinary General Meeting, as the memorandum
and articles of association of the Company, in substitution for, and to the exclusion of, the existing Second Amended and Restated
Memorandum of Association and Amended and Restated Articles of Association, respectively, of the Company. |
|
15,866,735 |
|
7,755,001 |
|
0 |
| |
|
|
|
|
|
|
|
|
| Proposal
No. 2 |
|
To
approve, as an ordinary resolution, a share consolidation of every issued and unissued Ordinary Share (including the Class A Ordinary
Shares and Class B Ordinary Shares upon the Redesignation of Share Capital taking effect) at a ratio of not less than one (1)-for-two
(2) and not more than one (1)-for-twenty (20) (the “Range”), with the exact ratio to be set at a whole number
within the Range by the Board of Directors in its sole discretion and the effective date of such share consolidation (the “Effective
Date”) to be determined by the Board of Directors in its sole discretion, but in no event shall the Effective Date occur
later than August 27, 2026. |
|
15,880,839 |
|
7,740,897 |
|
0 |
| |
|
|
|
|
|
|
|
|
| Proposal
No. 3 |
|
To
approve, as an ordinary resolution, to adjourn the EGM for any purpose, including to solicit additional proxies if there are insufficient
votes at the time of the EGM to approve the proposals described above. |
|
15,943,247 |
|
7,678,489 |
|
0 |
Copies
of the Third Amended and Restated Memorandum of Association and the Second Amended and Restated Articles of Association are attached
hereto as Exhibits 1.1 and 1.2, respectively.
This
Report on Form 6-K, including its exhibits, is incorporated by reference into the registration statement on Form F-3 (File No. 333-284228)
of the Company filed with the SEC, and into each prospectus supplement filed pursuant to such registration statement, to be a part thereof
from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
| Exhibit
No. |
|
Description
|
| 1.1 |
|
Third Amended and Restated Memorandum of Association of the Company |
| 1.2 |
|
Second Amended and Restated Articles of Association of the Company |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
CBL
International Limited |
| |
|
| |
By: |
/s/
Teck Lim Chia |
| |
Name:
|
Teck
Lim Chia |
| Date:
November 26, 2025 |
Title: |
Chief
Executive Officer |
